sc13da609050002_03082013.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No.  6)1

RCM Technologies, Inc.
(Name of Issuer)

Common Stock, par value $0.05 per share
(Title of Class of Securities)

749360400
(CUSIP Number)
 
Bradley Vizi
1247 Stoner Avenue, #207
Los Angeles, California 90025
(330) 519-1158

With copies to:

Steve Wolosky, Esq.
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 8, 2013
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP NO. 749360400
 
1
NAME OF REPORTING PERSON
 
IRS Partners No. 19, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,313,210*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,313,210*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 1,313,210*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.7%*
14
TYPE OF REPORTING PERSON
 
PN
 
* See Item 5

 
2
 
CUSIP NO. 749360400
 
1
NAME OF REPORTING PERSON
 
The Leonetti/O’Connell Family Foundation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
266,074*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
266,074*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
266,074*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.2%*
14
TYPE OF REPORTING PERSON
 
CO
 
* See Item 5

 
3
 
CUSIP NO. 749360400
 
1
NAME OF REPORTING PERSON
 
M2O, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,313,210*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,313,210*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,313,210*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.7%*
14
TYPE OF REPORTING PERSON
 
CO, HC
 
* See Item 5

 
4
 
CUSIP NO. 749360400
 
1
NAME OF REPORTING PERSON
 
The Michael F. O’Connell and Margo L. O’Connell Revocable Trust
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Not Applicable
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,313,210*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,313,210*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,313,210*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.7 %*
14
TYPE OF REPORTING PERSON
 
OO, HC
 
* See Item 5

 
5
 
CUSIP NO. 749360400
 
1
NAME OF REPORTING PERSON
 
Michael O’Connell
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
 1,579,284*
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,579,284*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,579,284*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.8%*
14
TYPE OF REPORTING PERSON
 
IN
 
* See Item 5

 
6
 
CUSIP NO. 749360400
 
1
NAME OF REPORTING PERSON
 
Legion Partners Asset Management LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,579,284*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,579,284*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.8%*
14
TYPE OF REPORTING PERSON
 
IA
 
* See Item 5

 
7
 
CUSIP NO. 749360400
 
1
NAME OF REPORTING PERSON
 
Bradley Vizi
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,000
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
1,000
10
SHARED DISPOSITIVE POWER
 
1,579,284*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,580,284*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
12.8%*
14
TYPE OF REPORTING PERSON
 
IN
 
* See Item 5

 
8
 
CUSIP NO. 749360400
 
1
NAME OF REPORTING PERSON
 
Christopher Kiper
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
22,000
8
SHARED VOTING POWER
 
0
9
SOLE DISPOSITIVE POWER
 
22,000
10
SHARED DISPOSITIVE POWER
 
1,579,284*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,601,284*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
13.0%*
14
TYPE OF REPORTING PERSON
 
IN
 
* See Item 5

 
9
 
CUSIP NO. 749360400
 
1
NAME OF REPORTING PERSON
 
Roger Ballou
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
5,000
8
SHARED VOTING POWER
 
0*
9
SOLE DISPOSITIVE POWER
 
5,000
10
SHARED DISPOSITIVE POWER
 
0*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,000*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%
14
TYPE OF REPORTING PERSON
 
IN
 
* See Item 5

 
10
 
CUSIP NO. 749360400
 
The following constitutes Amendment No. 6 (“Amendment No. 6”) to the Schedule 13D filed by the undersigned (the “Schedule 13D”).  This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
 
Item 3 is hereby amended and restated to read as follows:
 
The aggregate purchase price of the 1,313,210 Common Shares owned directly by the IRS 19 is approximately $7,069,892, including brokerage commissions.  Such Common Shares were acquired with the working capital of IRS 19.

The aggregate purchase price of the 266,074 Common Shares owned directly by the Foundation is approximately $1,358,069, including brokerage commissions.  Such Common Shares were acquired with the working capital of the Foundation.

The aggregate purchase price of the 22,000 Common Shares owned directly by Mr. Kiper is approximately $126,694, including brokerage commissions.  Such Common Shares were acquired with Mr. Kiper’s personal funds.

The aggregate purchase price of the 1,000 Common Shares owned directly by Mr. Vizi is approximately $4,478.64, including brokerage commissions.  Such Common Shares were acquired with Mr. Vizi’s personal funds.

The aggregate purchase price of the 5,000 Common Shares owned directly by Mr. Ballou  is approximately $27,697, including brokerage commissions.  Such Common Shares were acquired with Mr. Ballou’s personal funds.

Messrs. Kiper and Vizi effect purchases of securities through margin accounts maintained with prime brokers, which may extend margin credit to them as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
 
To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a) - 5(c) are hereby amended and restated to read as follows:
 
(a)           The aggregate percentage of Common Shares reported owned by each person named herein is based upon 12,309,764 Common Shares outstanding as of February 20, 2013, which is the total number of Common Shares outstanding as reported in the Issuer’s Annual Report on Form 10-K filed with the SEC on February 22, 2013.
 
As of the close of business on March 12, 2013, IRS 19 beneficially owned 1,313,210 Common Shares, constituting approximately 10.7% of the Common Shares outstanding.  By virtue of their relationships discussed in further detail in Item 2, IRS 19, M2O, the Trust and Mr. O'Connell may be deemed to have shared voting and dispositive power over the Common Shares owned by IRS 19 and Legion Partners, Mr. Kiper and Mr. Vizi may be deemed to have shared dispositive power with respect to the Common Shares held by IRS 19.
 
 
11
 
CUSIP NO. 749360400

As of the close of business on March 12, 2013, the Foundation beneficially owned 266,074 Common Shares, constituting approximately 2.2% of the Common Shares outstanding. By virtue of their relationships discussed in further detail in Item 2, Mr. O’Connell may be deemed to have shared voting and dispositive power over the Common Shares owned by the Foundation and Legion Partners, Mr. Kiper and Mr. Vizi may be deemed to have shared dispositive power with respect to the Common Shares held by the Foundation.

As discussed in Item 6 below, IRS 19 and the Foundation have entered into an investment advisory agreement with Legion Partners, pursuant to which Mr. Kiper and Mr. Vizi on behalf of Legion Partners, exclusively manage IRS 19’s and the Foundation’s investment in Common Shares and have certain discretion to purchase or sell Common Shares but do not have any right to vote the Common Shares. As a result, Legion, Mr. Kiper and Mr. Vizi may be deemed to have shared dispositive power with respect to the Common Shares held by IRS 19 and the Foundation.

As of the close of business on March 12, 2013, Mr. Kiper directly owned 22,000 Common Shares, constituting less than 1.0% of the Common Shares outstanding and Mr. Vizi directly owned 1,000 Common Shares, constituting less than 1.0% of the Common Shares outstanding. Mr. Kiper and Mr. Vizi each disclaims beneficial ownership of the Common Shares held by each other.

As of the close of business on March 12, 2013, Mr. Ballou directly owned 5,000 Common Shares, constituting less than 1.0% of the Common Shares outstanding.

No person listed on Schedule A hereto owns any Common Shares.

Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Common Shares owned by the other Reporting Persons.  The filing of this Amendment No. 6 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any Common Shares he or it does not directly own.  Each of the Reporting Persons specifically disclaims beneficial ownership of the Common Shares reported herein that he or it does not directly own, except to the extent of his or its pecuniary interest therein.
 
(b) Each of IRS 19, M2O, the Trust and Mr. O'Connell may be deemed to have shared voting and dispositive power over the Common Shares owned by IRS 19. The Foundation and Mr. O’Connell may be deemed to have shared voting and dispositive power over the Common Shares owned by the Foundation. Legion Partners, Mr. Kiper and Mr. Vizi may be deemed to have shared dispositive power with respect to the Common Shares held by IRS 19 and the Foundation. Each of Messrs. Kiper and Vizi has sole voting and dispositive power over the Common Shares he owns directly.
 
Mr. Ballou has sole voting and dispositive power over the Common Shares owned directly by him.
 
(c)           The transactions in the Common Shares by the Reporting Persons during the past 60 days are set forth on Schedule B and are incorporated herein by reference.  All such transactions were effected in the open market.
 
 
12
 
CUSIP NO. 749360400
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  March 12, 2013

 
 
IRS PARTNERS NO. 19, L.P.
 
By:
M2O, Inc., its General Partner
   
 
By:
/s/ Bradley Vizi
   
Name:
Title:
Bradley Vizi
As Attorney-in-Fact for Michael O’Connell, Chief Executive Officer


 
THE LEONETTI/O’CONNELL FAMILY FOUNDATION
   
 
By:
/s/ Bradley Vizi
   
Name:
Title:
Bradley Vizi
As Attorney-in-Fact for Michael O’Connell, Secretary, Chief Financial Officer and Director
       
     
 
M2O, INC.
  
     
 
By:
/s/ Bradley Vizi
   
Name:
Title:
Bradley Vizi
As Attorney-in-Fact for Michael O’Connell, Chief Executive Officer


 
THE MICHAEL F. O’CONNELL AND MARGO L. O’CONNELL REVOCABLE TRUST
   
 
By:
/s/ Bradley Vizi
   
Name:
Title:
Bradley Vizi
As Attorney-in-Fact for Michael O’Connell, Trustee


 
Legion Partners Asset Management, LLC
   
 
By:
/s/ Bradley Vizi
   
Name:
Bradley Vizi
   
Title:
Partner

 
 
13
 
CUSIP NO. 749360400
   
   
   
 
/s/ Christopher Kiper
 
Christopher Kiper
   
   
   
 
/s/ Bradley Vizi
 
Bradley Vizi, Individually and as attorney-in-fact for Michael O’Connell
 

 
/s/ Roger Ballou
 
Roger Ballou

 
14
 
CUSIP NO. 749360400

SCHEDULE B

Transactions in the securities of the Issuer during the past 60 days


Securities
Purchased/(Sold)
Price Per
Share ($)
Date of
Purchase/Sale


IRS PARTNERS NO. 19, L.P.

4,500
  
5.470
01/31/2013
2,000
  
5.477
01/31/2013
4,000
  
5.480
01/31/2013
2,000
  
5.504
01/31/2013
50,000
  
5.500
01/31/2013
816
  
5.560
03/05/2013
2,000
  
5.700
03/05/2013
2,000
  
5.650
03/05/2013
2,000
  
5.750
03/05/2013
1,000
  
5.750
03/05/2013
5,000
  
5.650
03/05/2013
5,000
  
5.600
03/05/2013
1,000
  
5.630
03/06/2013
2,000
  
5.630
03/06/2013
300
  
5.633
03/06/2013
2,700
  
5.655
03/06/2013
420
  
5.650
03/07/2013
30,000
  
5.599
03/07/2013
4,000
  
5.675
03/08/2013
6,000
  
5.676
03/08/2013
4,000
  
5.621
03/08/2013
4,142
  
5.650
03/11/2013
 
 
 
 
CUSIP NO. 749360400

ROGER BALLOU

      200
 
   5.4400
01/11/2013
      100
 
   5.4500
01/11/2013
      200
 
   5.4500
01/11/2013
      100
 
   5.4800
01/11/2013
      100
 
   5.4800
01/11/2013
      100
 
   5.4800
01/11/2013
      100
 
   5.4900
01/11/2013
      400
 
   5.4900
01/11/2013
      200
 
   5.5000
01/11/2013
      300
 
   5.5000
01/11/2013
      100
 
   5.5000
01/11/2013
      200
 
   5.5000
01/11/2013
      400
 
   5.5200
01/11/2013
      100
 
   5.5200
01/11/2013
      100
 
   5.5200
01/11/2013
      600
 
   5.5200
01/11/2013
      500
 
   5.5200
01/11/2013
      100
 
   5.5200
01/11/2013
      100
 
   5.5300
01/11/2013
      100
 
   5.5300
01/11/2013
      200
 
   5.5300
01/11/2013
      100
 
   5.5400
01/11/2013
      100
 
   5.5400
01/11/2013
      300
 
   5.5550
01/11/2013
      200
 
   5.5600
01/11/2013